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Auditor Report of Sandu Pharmaceuticals Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of SANDU PHARMACEUTICALS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments' and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the Directors as on 31st March, 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of section 164(2) of the Act.

(f) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) We have been informed that the Company does not have any pending litigations which would impact its financial position.

(ii) We have been informed that the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There has not been an occasion in case of the company during the year under report to transfer any sum to the Investors Education and Protection Fund.

Annexure to the Independent Auditor's Report

The Annexure referred to in our Independent Auditor's Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2015, on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and

(b) The Company has a regular programme of physical verification of its fixed assets be which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

ii. (a) Physical verification of inventory has been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on

iii. The Company has not granted any loans, secured or unsecured, to/ from companies, firms or other parties covered in the register maintained under Section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the sale of goods. Further, on the basis of our examination of the books and records of the Company and according to the information and explanation given to us, no major weakness has not been noticed or reported.

v. Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies act, 2013.

vi. We have been informed that the Company is maintaining cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. payable.

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the Company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India. As explained to us, the Company did not have any dues on account of the employees' state insurance and duty of excise.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and based on the records of the Company examined by us, there are no material dues of Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes. However according to information and explanations given to us, the following dues of income tax have not been deposited by the Company on account of disputes:

Name of the Nature of the dues Amount Financial Year to Forum where statute (Rs. in Lacs) which the amount the dispute is relates pending

Income-tax Act, Income-tax including 30.21 2008-09 Income Tax 1961 applicable interest and Appellate penalty Tribunal

Income-tax Act, Income-tax including 283 2010-11 CIT Appeals 1961 applicable interest and penalty

(d) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

viii. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

ix. According to the records of the Company examined by us and as per the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or banks and the Company has not issued debentures.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

xi. In our opinion, and according to the information and explanations given to us, based on our audit procedures and on the information given by the management we report that the term loan taken by the company has been used for the purpose for which it is taken.

xii. During the course of our examination of the books and records of the Company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

Chartered Accountants

(Firms Registration No. 104393w)

Sd/-

M. M. Joshi

(Proprietor)

(Membership No: 042466)

Place: Mumbai

Date: 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of SANDU PHARMACEUTICALS LTD ("the Company"), which comprises of the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for Financial Statement Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

As required by the Companies (Auditor''s Report) Order, 2003 ("the order") issued by the Central Government of India in terms of sub - section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of Our Report of even date to the members of SANDU PHARMACEUTICALS LTD. on the accounts of the company for the year ended 31st March, 2014 on the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. a) Records of Fixed Assets giving full particulars including quantitative details & situation thereof are maintained by the Company.

b) We have been informed that the Management has carried out physical verification of its fixed assets during the year and no discrepancies were noticed.

c) Disposal of the Fixed Assets not being substantial part, hence does not affect the going concern concept.

2. a) We have been informed that Management has carried out physical verification of stock of Finished Goods, Traded Goods, stores, Spares and Raw Material at various intervals during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion the procedures for physical verification of stock of materials followed by the Management are reasonable and adequate in relation to the size of the company and the nature of business.

c) According to the information and explanations given to us, no material discrepancies have been noticed on physical verification of stocks as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items are of a special nature and their prices cannot be compared with alternate quotations, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed asset and with regard to the sale of goods and services. During the course of our audit and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, and having regard to the fact that some of the items purchased are of special nature, and suitable alternative sources do not exist for obtaining comparative quotations, the transactions for purchase/sale of goods and materials, made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/ - in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices as available with the Company for such goods and materials, or the prices at which such transactions for similar goods and materials were made with other parties.

6. The Company has not accepted any deposits from the public covered Under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes. The particulars of dues of Income Tax as at 31st March 2014 which have not been deposited on account of dispute are as follows:

Financial Name Nature Amount Year to Forum of the of the (Rs.in which the where the statute dues Lacs) amount dispute is relates pendlng

Income-tax Income-tax Income Act, 1961 including 49.83 2008-09 Tax Appellate applicable Tribunal interest and penalty

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank. or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the term loan taken by the company, has been used for the purpose for which it is taken

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Joshi Joshi & Co. Chartered Accountants FRN: 104393W

Sd/- Place:Mumbai M. M. Joshi Date: 30th May, 2014 (Proprietor) M. No. 42466 of 89


Mar 31, 2013

Report on Financial Statement

We have audited the accompanying financial statements of SANDU PHARMACEUTICALS LTD ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for Financial Statement

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2003 ("the order") issued by the Central Government of India in terms of sub - section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. a) Records of Fixed Assets giving full particulars including quantitative details & situation thereof are maintained by the Company.

b) We have been informed that the Management has carried out physical verification of its fixed assets during the year and no discrepancies were noticed.

c) Disposal of the Fixed Assets not being substantial part, hence does not affect the going concern concept.

2. a) We have been informed that Management has carried out physical verification of stock of Finished Goods, Traded Goods, stores, Spares and Raw Material at various intervals during the year. In my opinion, the frequency of verification is reasonable.

b) In our opinion the procedures for physical verification of stock of materials followed by the Management are reasonable and adequate in relation to the size of the company and the nature of business.

c) According to the information and explanations given to us, no material discrepancies have been noticed on physical verification of stocks as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company. (b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that some of the items are of a special nature and their prices cannot be compared with alternate quotations, there are adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed asset and with regard to the sale of goods and services. During the course of our audit, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. b) In our opinion and according to the information and explanations given to us, and having regard to the fact that some of the items purchased are of special nature, and suitable alternative sources do not exist for obtaining comparative quotations, the transactions for purchase/sale of goods and materials, made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/ – in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices as available with the Company for such goods and materials, or the prices at which such transactions for similar goods and materials were made with other parties.

6. The Company has not accepted any deposits from the public covered Under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes. The particulars of dues of Income Tax as at 31st March 2013 which have not been deposited on account of dispute are as follows:



Financial Forum Name Nature Amount Year to where the of the of the (Rs.in which the statute dues Lacs) amount dispute is pending relates

Income-tax Income Income-tax including 95.50 2008-09 Tax Appellate Act, 1961 applicable interest Tribunal and penalty

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the term loan taken by the company, has been used for the purpose for which it is taken

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.



For Joshi Joshi & Co.

Chartered Accountants

FRN: 104393W

Place:Mumbai M. M. Joshi

Date: 30th May, 2013 (Proprietor)

Membership No. : 042466


Mar 31, 2012

I have audited the attached Balance Sheet of Sandu Pharmaceuticals Limited as at 31st March 2012,the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, Annexed thereto:-

1. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on rpy audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes (a) examining, on a test basis, evidence to support the financial statement amounts and disclosures in the financial statements (b) assessing the accounting principles used in the preparation of financial statements (c) assessing significant estimates made by the management in the preparation of financial statements and

(d) Evaluating overall financial statement presentation.! believe that my audit provides a reasonable basis for my opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956,1 give in the Annexure. a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to my comments in the Annexure referred to in paragraph 3 above, I report that:

a) I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my Audit.

b) In my opinion proper books of account as required by law have been kept by the Company so far, as appears from my examination of the books.

c) Balance Sheet, trv= profit and Loss Account and the Cash flow Statement dealt wit!-, by the report is in agreement with the Books of Accounts and comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

d) On the basis of the representations received from the Directors and the Company I report that none of the Directors are disqualified as on 31-3-2012 from being appointed as a Director of the Company as per section 274 (1) (g) of the Companies Act, 1956.

e) In my opinion and to the best of my information and according to the explanations given to me the said account give the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(I) In the case of the Balance sheet of the State of affairs of the company as at 31s' March, 2012;

(II) In the case of Profit and Loss Account of the Profit for the year ended On that date; and

(III) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4 -A) of the Companies Act 1956, I enclose in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said order to the extent applicable and based on such checks as I considered appropriate.

1. a) Records of Fixed Assets giving full particulars including quantitative details & situation thereof are maintained by the Company.

b) I have been informed that the Management has carried out physical verification of its fixed assets during the year and no discrepancies were noticed.

c) Disposal of the Fixed Assets not being substantial part, hence not affected the going concern.

2. a) I have been informed that Management has carried out physical verification of stock of Finished Goods, Traded Goods, stores, Spares and Raw Material at various intervals during the year. In my opinion, the frequency of verification is reasonable.

b) In my opinion the procedures for physical verification of stock of materials followed by the Management are ieasonab!e and adequate in relation to the size of the company and the nature of business.

c) According to the information and explanations given to me, no material discrepancies have been noticed on physical verification of a stocks as compared to book records. There is a change in the business model of the company, it has opened several branches & stated selling goods directly to distributors & stockiest. It has also started trading activity. I have been informed that this has resulted in high stock leveis.

3. a) The Company has neither granted nor taken any loans secured or unsecured to/from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Advances received/paid and temporary debit/credit balances with related parties are not considered to be borrowing/lending.

b) As mentioned above, since the Company has neither granted nor taken any loans secured or unsecured to/from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. The question of the rate of Interest & other terms & condition being prima facia prejudicial to the interest of the company doesn't arise, c & d) Since Company has neither borrowed nor lent any amount to parties covered U/s 301 of the Companies Act, 1956, the question of regular payment; repayment or taking reasonable steps of recovery does not arise.

4. In my opinion, there are adequate internal control procedure which commensurate with the size of the company and its business for the purchase of raw materials, plan: and machinery, equipment and other assets and with regard to the sale of goods.

5.a)&b) In my opinion and according to the information and explanations given to me, the transactions of purchases/sale of goods/ services in pursuance of contracts or arrangement required to be entered in the Register maintained under Section 301 and aggregating during the year to Rs. 500000/- or more have been so entered and are made at prices having regard to prevailing market prices for such goods and industry norms.

6. During the year under review the company has not accepted any deposit from the public attracting the provisions of Section 58A of the companies Act, 1956.

7. In my opinion, the company has a internal audit system, Commensurate with the size of the Company and the nature of its business.

8. I have been informed that the Company is maintaining cost records as prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956.

9. In my opinion the Company is regular in depositing undisputed statutory dues including Employees Provident Fund, Employees State Insurance dues, In come Tax, Sales Tax and Excise Duty with the appropriate authorities and there are no arrears of outstanding statutory a ves as at the last day of the financial year concerned for a period of more than six months from the date they become payable.

10. The Company has no accumulated Ir sses. The Company has not incurred cash losses in the finar cial year under report and in the financial year immediately preceding such financial year.

11. According to the information and expianation given to me the company has not defaulted in repayment of to Financial Institutions & Banks.

12. The Company has not granted Loans & Advances on the basis of security by way of pledge of shares/debentures or other securities and as such question of adequacy of documentation and record maintenance does not site.

13. The Company is not a chit fund, nidhi or mutual benefit society, hence the requirement of item XIII of para 4 of the order is not applicable to the Company.

14. In my opinion the Company maintains proper records ot dealing in shares & Securities. The company also maintains proper records of contracts, timely entries have been made therein and the investments have been held by the company in its own name.

15. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In my opinion and according to the information and explanations given to me, the term loan was applied for the purpose for which it was obtained.

17. As per information and explanation given to me the funds raised on short term basis have not been used for long term investment or vice - versa.

18. During the year the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of The Companies Act, 1956 .

19 The Company has not issued any debenture, hence the requirement of item no.XIX of para 4 of the order is not applicable.

20. The year under review money was not raised by public issue, hence the requirement of itemno.XXof para 4 of the order is not applicable.

21. According to the information and explanation given to me fraud on/or by the Company has not been noticed or reported during the year.

For JOSHI JOSHI & CO.

Chartered Accountants

Firm Reg. No. 104393W

Place: Mumbai M. M. JOSHI

Date : 16lh August, 2012 Proprietor

M. No. 42466 of 89


Mar 31, 2011

I have audited the attached Balance Sheet of Sandu Pharmaceuticals Limited as at 31st March 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, Annexed thereto:-

1. These financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes (a) examining, on a test basis, evidence to support the financial statement amounts and disclosures in the financial statements (b) assessing the accounting principles used in the preparation of financial statements (c) assessing significant estimates made by the management in the preparation of financial statements and (d) Evaluating overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, I give in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to my comments in the Annexure referred to in paragraph 3 above, I report that:

a) I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my Audit.

b) In my opinion proper books of account as required by law have been kept by the Company so far, as appears from my examination of the books.

c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by the report is in agreement with the Books of Accounts and comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

d) On the basis of the representations received from the Directors and the Company I report that none of the Directors are disqualified as on 31-3-2011 from being appointed as a Director of the Company as per section 274 (1) (g) of the Companies Act, 1956.

e) In my opinion and to the best of my information and according to the explanations given to me the said account give the information as required by the Companies Act,1956 in the manner so required and give a true and fair view:

(I) In the case of the Balance sheet of the State of affairs of the company as at 31st March, 2011

(II) In the case of Profit and Loss Account of the Profit for the year ended on that date ; and

(III) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBER OF SANDU PHARMACEUTICALS LIMITED OH THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011.

As required by the Companies (Auditors Report)Order, 2003 issued by the Central Goverment of India in terms of Section 227(4 -A) of the Companies Act 1956,1 enclose in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said order to the extent applicable and based on such checks as I considered appropriate.

1. a) Records of Fixed Assets giving full particulars including quantitative details & situation thereof are maintained by the Company.

b) I have been informed that the Management has carried out physical verification of its fixed assets during the year and no discrepancies were noticed.

c) Disposal of the Fixed Assets not being substantial part, hence not affected the going concern.

2. a) I have been informed that Management has carried out physical verification of stock of Finished Goods, stores, Spares and Raw Material at various intervals during the year. In my opinion, the frequency of verification is reasonable.

b) In my opinion the procedures for physical verification of stock of materials followed by the Management are reasonable and adequate in relation to the size of the company and the nature of business.

c) According to the information and explanations given to me, no material discrepancies have been noticed on physical verification of a stocks as compared to book records.

3. a) The Company has neither granted nor taken any loans secured or unsecured to/from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act,1956. Advances received/ paid and temporary debit/credit balances with related parties are not considered to be borrowing/lending.

b) As mentioned above, since the Company has neither granted nor taken any loans secured or unsecured to/ from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act,1956 the question of the rate of Interest & other terms & condition being prima facia prejudicial to the interest of the company doesnt arise.

c & d) Since Company has neither borrowed nor lent any amount to parties covered u/s 301 of the Companies Act, 1956, the question of regular payment/repayment or taking reasonable steps of recovery does not arise.

4. In my opinion, there are adequate internal control procedure which commensurate with the size of the company and its business for the purchase of raw materials, plant and machinery, equipment and other assets and with regard to the sale of goods.

5. a)&b) In my opinion and according to the information and explanations given to me, the transactions of purchases/sale of goods/services in pursuance of contracts or arrangement required to be entered in the Register maintained under Section 301 and aggregating during the year to Rs. 500000/- or more have been so entered and are made at prices having regard to prevailing market prices for such goods and industry norms.

6. During the year under review the company has not accepted any deposit from the public attracting the provisions of Section 58A of the companies Act, 1956.

7. In my opinion, the company has a internal audit system, Commensurate with the size of the Company and the nature of its business.

8. I have been informed that the Company is maintaning cost records as prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956.

9. In my opinion the Company is regular in depositing undisputed statutory dues including Employees Provident Fund, Employees State Insurance dues, Income Tax, Sales Tax and Excise Duty with the appropriate authorities and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they become payable.

10. The Company has no accumulated losses. The Company has not incurred cashc losses in the financial year under report and in the financial year immediately preceding such financial year.

11. According to the information and explanation given to me the company has not defaulted in repayment of dues to Financial Institutions & Banks.

12. The Company has not granted Loans & Advances on the basis of security by way of pledge of shares/debentures or other securities and as such question of adequacy of documentation and record maintenance does not arise.

13. The Company is not a chit fund, nidhi or mutual benefit society, hence the requirement of item XIII of para 4 of the order is not applicable to the Company.

14. In my opinion the Company maintains proper records of dealing in shares & securities. The Company also maintains proper records of contracts, timely entries have been made there in and the investments have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In my opinion and according to the information and explanations given to me the term loan was applied for the purpose for which it was obtained.

17. As per information and explanation given to me the funds raised on short term basis have not been used for long term investment or vice - versa.

18. During the year the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of The Companies Act, 1956.

19. The Company has not issued any debenture, hence the requirement of item no.XIX of para 4 of the order is not applicable.

20. The year under review money was not raised by public issue, hence the requirement of item no.XX of para 4 of the order is not applicable.

21. According to the information and explanation given to me fraud on/or by the Company has not been noticed or reported during the year.



JOSHI JOSHI & CO. Chartered Accountants Firm Reg. No. 104393w

M.M. JOSHI Proprietor M.No.42466of89

PLACE: MUMBAI DATE : 6th June, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of Sandu Pharmaceuticals Limited as at 31st March 2010,the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, Annexed thereto:-

1. These financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based on my audit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes (a) examining, on a test basis, evidence to support the financial statement amounts and disclosures in the financial statements (b) assessing the accounting principles used in the preparation of financial statements (c) assessing significant estimates made by the management in the preparation of financial statements and (d) Evaluating overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

3. As required by the Companies (Auditors Report) Order,2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956,1 give in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to my comments in the Annexure referred to in paragraph 3 above, I report that:

a) I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my Audit.

b) In my opinion proper books of account as required by law have been kept by the Company so far, as appears from my examination of the books.

c) Valuation of closing stock is not in conformity with AS2 issued by the Institute of Chartered Accountants of India, Subject to this the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by the report is in agreement with the Books of Accounts and comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

d) On the basis of the representations received from the Directors and the Company I report that none of the Directors are disqualified as on 31-3-2010 from being appointed as a Director of the Company as per section 274 (1) (g) of the Companies Act, 1956.

e) In my opinion and to the best of my information and according to the explanations given to me the said account give the information as required by the CompaniesAct,1956 in the manner so required and give a true and fair view:

(I) In the case of the Balance sheet of the State of affairs of the company as at 31st March ,2010 ;

(II) In the case of Profit and Loss Account of the Profit for the year ended on that date ; and

(III) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBER OF SANDU PHARMACEUTICALS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH,2010.

As required by the Companies (Auditors Report)Order, 2003 issued by the Central Goverment of India in terms of Section 227(4 -A) of the Companies Act 1956, I enclose in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said order to the extent applicable and based on such checks as I considered appropriate.

1. a) Records of Fixed Assets giving full particulars including quantitative details & situation thereof are maintained by the Company.

b) I have been informed that the Management has carried out physical verification of its fixed assets during the year and no discrepancies were noticed.

c) Disposal of the Fixed Assets not being substantial part, hence not affected the going concern.

2. a) I have been informed that Management has carried out physical verification of stock of Finished Goods, stores, Spares and Raw Material at various intervals during the year. In my opinion, the frequency of verification is reasonable.

b) In my opinion the procedures for physical verification of stock of materials followed by the Management are reasonable and adequate in relation to the size of the company and the nature of business.

c) According to the information and explanations given to me, no material discrepancies have been noticed on physical verification of a stocks as compared to book records.

3. a) The Company has neither granted nor taken any loans secured or unsecured to/from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Advances received/paid and temporary debit/credit balances with related parties are not considered to be borrowing/lending.

b) As mentioned above, since the Company has neither granted nor taken any loans secured or unsecured to/ from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. the question of the rate of Interest & other terms & condition being prima facia prejudicial to the interest of the company doesnt arise.

c & d) Since Company has neither borrowed nor lent any amount to parties covered u/s 301 of the Companies Act, 1956, the question of regular payment/repayment or taking reasonable steps of recovery does not arise.

4. In my opinion, there are adequate internal control procedure which commensurate with the size of the company and its business for the purchase of raw materials, plant and machinery, equipment and other assets and with regard to the sale of goods.

5. a)&b) In my opinion and according to the information and explanations given to me, the transactions of purchases/ sale of goods/services in pursuance of contracts or arrangement required to be entered in the Register maintained under Section 301 and aggregating during the year to Rs. 500000/-or more have been so entered and are made at prices having regard to prevailing market prices for such goods.

6. During the year under review the company has not accepted any deposit from the public attracting the provisions or bection 58A of the companies Act, 1956.

7. In my opinion, the company has a internal audit system, Commensurate with the size of the Company and the nature of its business.

8. I have been informed that since the turnover is below the prescribed limit, maintenance of cost records is not compulsory.

9. In my opinion the Company is regular in depositing undisputed statutory dues including Employees Provident Fund, Investor Education & Protection Fund, Employees State Insurance dues, Income Tax, Sales Tax and Excise Duty with the appropriate authorities and there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they become payable.

10. The Company has no accumulated losses. The Company has not incurred cashc losses in the financial year under report and in the financial year immediately preceding such financial year

11. According to the information and explanation given to me the company has not defaulted in repayment of dues to Financial Institutions & Banks.

12. The Company has not granted Loans & Advances on the basis of security by way of pledge of shares/debentures or other securities and as such question of adequacy of documentation and record maintenance does not arise.

13. The Company is not a chit fund, nidhi or mutual benefit society hence the requirement of item XIII of para 4 of the order is not applicable to the Company.

14. The Company does not deal in trade securities, debentures or other investments, hence the requirements of item no. XIV of the para 4 of the order is not applicable.

15. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. There were no term loan outstanding at the end of the year.

17. As per information and explanation given to me the funds raised on short term basis have not been used for long term investment or vice - versa.

18. During the year the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of The Companies Act, 1956 .

19. The Company has not issued any debenture, hence the requirement of item no. XIX of para 4 of the order is not applicable.

20. The year under review money was not raised by public issue, hence the requirement of item no. XX of para 4 of the order is not applicable.

21. According to the information and explanation given to me fraud on/or by the Company has not been noticed or reported during the year,

JOSHI JOSHI & CO.

Chartered Accountants By the hand of

M. M. JOSHI

PLACE:MUMBAI Proprietor

DATE: 21st July, 2010 M.No.42466 of 89



 
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